Statutes of the Packaging Valley South Germany Registered Association, Schwäbisch Hall

Association founded on October, 09 2007, “Haus der Wirtschaft”, Stauffenbergstraße 35-37

Statutes of the Packaging Valley Germany Registered Association, Schwäbisch Hall, Version 08.09.2008

1. Name, Office, Business year

(1) The Association will hold the name “Packaging Valley Germany”. It must be registered with the Register of Associations. After the registration, the name will be “Packaging Valley Germany e. V.” (Registered Association).
(2) Office of the Association is in Schwaebisch Hall.
(3) Business year of the Association is the calendar year.

2. Objective, Functions

(1) 1.) The objective of the Association is to build a synergic bond between companies in the field of the packaging machine industry in the Schwaebisch Hall administrative district and neighboring districts under one collective umbrella brand. There should be at least one umbrella brand (association trademark or collective trademark) that establishes the significance of these companies extending from our region to the world. This will ensure that the trademark that remains yet to be decided by the members of the General Assembly will stand for competence in the packaging machine industry from the Schwaebisch Hall area.

·          Collective internet presence
·          Implementation of collective Public Relations measures
·          Collective protection of interests
·          Support of collective participation in trade shows, exhibitions etc.
·          Promotion of collective projects
·          Collective initiatives in basic and advanced training
·          Liaison with scientific, research and vocational establishments
·          Two-way consultation for technical queries

(2) The Association prepares the basic framework for the collective protection of interests, organizes events for all member companies and informs outsiders about the affiliated member companies.
(3) Funds of the Association can be used only for statutory objectives. No person or member company may be favored with issuances which are alien to the objective of the Association or with disproportionately high perks.
(4) In case of liquidation or adjournment of the Association or in case of discontinuation of its current objective, the assets of the Association will go to the Wirtschaftsförderungsgesellschaft of the District of Schwaebisch Hall (Business Development Corporation), which must use the funds directly and exclusively for non-profit objectives.

3. Membership acquisition

(1) Any company which operates in the packaging industry and has its office in the Schwäbisch Hall administrative district or the neighboring districts can become a regular member of the Association.
(2) Special members can be accepted by the Executive Committee. The Executive Committee decides on acceptance, annual subscription and entitlement for use of the umbrella brand. If there is no unanimity, the General Assembly decides with a two-third majority of members.
(3) Prerequisite for membership acquisition is a written membership application addressed to the Executive Committee. The Executive Committee informs the members about membership applications. Every member gets a time period of 14 days after the announcement of applications to raise an objection to the Executive Committee against any particular application.
(4) The Executive Committee decides unanimously about the membership application after a lapse of 14 days. It is not liable to share the reasons for rejection of an application with the applicant.
(5) A company can be an associated member without voting rights if it is in the organization (member of the same group of companies) of a member company, even if it is not settled in the region.

4. Membership termination

(1) Membership ends with the termination of relevant member company by way of debarment, deletion from the membership list or withdrawal from the Association.
(2) The withdrawal takes affect after a written declaration addressed to the Executive Committee. The withdrawal can be declared only at the end of a business year with a notice period of three months.
(3) The Executive Committee can decide to delete a member company from the member list if payments of membership subscription or contributions are pending even after two written reminders. The deletion may be decided upon only when two months have gone past after the second reminder and this reminder mentions the possibility of deletion. The Executive Committee must communicate its decision of deletion to the member company.
(4) The Executive Committee can remove a member company from the Association, if it shows a culpable and gross undermining of the interests of the Association. The Executive Committee of the member company must get the opportunity for a verbal or written statement before the decision is taken. The decision of the Executive Committee must be justified in writing and sent to the member company. The member company can appeal against the decision in the General Assembly. The appeal must be submitted to the Executive Committee within one month of the issuance of the decision. The Executive Committee has to convene a General Assembly within a month of the appeal, which will finally take a decision on the termination.
(5) Besides this, the General Assembly holds the right to terminate individual member companies without giving any reasons. A qualified majority of two-thirds of all member companies is necessary for this.

5. Member company dues

(1) On acceptance in the Association, member company must pay an admission fee to the amount of annual subscription fee.
(2) Membership fees will be levied. The amount of membership fees will be decided at the General Assembly.
(3) The first annual subscription fee is due on the date when signatures to found the association were effected. The admission fee and membership fee stand as settled for the founder members for the year following the foundation year.

All other annual subscription fees are due at one time on January 15.

(4) The Executive Committee can waive or defer all or part of fees, dues or contributions in special circumstances.
(5) These fees may only be used for the joint purposes of the Association. Individual projects taking place within the umbrella brand of the association will be financed by the concerned participating company. Project partners decide the circumstantialities among themselves. They are not liable hereunder to disclose their regulations.
(6) Admission fees are not applicable to members fulfilling the prerequisites mentioned in § 3 (5). 30 percent of annually levied fees like annual subscription and office contributions are billed.

6 . Rights and duties of the member companies

(1) Regular member companies have a voting right in the General Assembly irrespective of the size of turnover or the number of its representatives.
(2) Regular member companies have the right and duty to hold events under the umbrella brand only if they represent the objective of the Association. The name belongs to the umbrella brand as well. Special members can use the umbrella brand only in the way specified by the Executive Committee or General Assembly.
(3) Member companies have a right to hold events, using the umbrella brand of the Association, individually or with one or more member companies.
(4) All member companies are allowed the use of association trademark or collective trademark filed and registered by the Executive Committee as well as those special member companies who have been awarded this right by the Executive Committee. The power of using the association trademark or collective trademark given to the members may not be give to a third party. This is also applicable in case of amortization of the member company to a third party. It then means that this third party is liable at the time of acquisition of the member company, to continue with the membership of the Association.

The right for using the association trademark or collective trademark terminates with the termination of the membership with the Association. Every member company is liable to immediately notify the Executive Committee about any violations in the safety of the association trademark or collective trademark coming to their notice.

(5) The Executive Committee can forbid by a majority vote, particular projects which use the umbrella brand as mentioned in Para 2.

 7. Organ of the Association

The Executive Committee and the General Assembly are the organs of the Association.

8. The Executive Committee

(1) The executive board of the association consists at least of the chairman, the deputy chairman and the treasurer and can be supplemented by a maximum of two further members (assistant deputies).
(2) The chairman and his deputy are the executive board according to section 26 of the German Civil Code. They are authorized to represent the organization individually. The deputy chairman shall make use of his power of representation in the case that the chairman is prevented from exercising his office for a short period of time. This regulation has no external effect.
(3) The executive board may appoint a managing director who shall be employed against renumeration and set up an office for this purpose. The scope of duties and representation by the managing director shall be determined by the executive board, insofar as these statutes do not contain any special provisions. In each case, the managing director shall be called to attend meetings of the executive board in an advisory capacity.
(4) The executive board may issue rules of procedure for itself.
(5) The activity of the executive board is honorary. Expenses may be reimbursed. Insofar as a member of the executive board is appointed as a managing director against payment, he may receive appropriate remuneration.

9. Jurisdiction of the Executive Committee

(1) The Executive Committee is responsible for all affairs of the Association as long as the statutes have not assigned them to another organ . It has the following duties and responsibilities in particular:

a)   Scheduling and convening the General Assembly as well as compilation of the agenda;
b)   Implementation of the decisions of the General Assembly;
c)   Preparation of the budget, book-keeping, compilation of annual report;
d)   Taking a decision on the admittance of member companies.

(2) The Executive Committee must procure a decision of the General Assembly in matters of special significance.
(3) The Executive Committee must document the fundamental decisions of the Executive Committee meetings and archive them for at least three years.

10. Election and Tenure of the Executive Committee

(1) The Executive Committee is elected by the General Assembly for a period of two years, counted from the date of election. However, it remains in office till the election of a new Executive Committee. Every member of the Executive Committee must be elected individually. Only those persons can be elected into the Executive Committee who represent a member company. With the termination of membership of the company in the association, the office of the Executive Committee member from that company also terminates. This is also applicable in case of termination of services of an Executive Committee member with a member company.
(2) In the first election of the Executive Committee, the Vice-President and one appointee will be elected for one year.
(3) The General Assembly can decide to elect a person not representing a member company as a member of the Executive Committee for the current election period. General Assembly arrives at this decision with two-third member majority.

11. Meetings and resolutions of the Executive Committee

(1) The Executive Committee passes resolutions in the meetings which are notified by the President and in case of his/her circumvention, by the Vice-President. The agenda need not be announced. An announcement deadline of a week must be adhered to. The invitation can also be given via telephone/ fax or internet as long as it is made sure that the Executive Committee members can also be contacted.
(2) The Executive Committee constitutes a quorum if at least two of its members are present. The majority of valid votes pass the resolution. In case of a tie, the vote of the President is decisive, in case of his/her absence, the vote of the Vice-President.
(3) The Executive Committee can pass the regulation in writing, if all members of Executive Committee agree on the contents of the regulation.

12. General Assembly

(1) Every regular member company has a vote in the General Assembly. Special members have a vote only if the Executive Committee or the General Assembly has given them the right to vote. Another member company can be authorized to exercise the voting right. The authorization must be handed out separately for every General Assembly. However, a member company must not act as a substitute in more than five alien votes.
(2) Meetings of the General Assembly are strictly non-public. However, guests can be permitted in agreement with the Executive Committee. The General Assembly can determine the disclosure of a meeting.
(3) The General Assembly is responsible for following affairs in particular:

a)   Approval of the budget for the coming business year decided by the Executive Committee; Acceptance of the annual report given by the Executive Committee. Relieving the Executive Committee;

b)   Determination of the dues of member companies;
c)   Taking decisions on legal transactions with a transaction of over 20,000 Euro;
d)   Taking decisions on amendment in the statutes and about dissolution of the association;
e)   Taking decisions on exclusion of a member company and appealing against a exclusion resolution of the Executive Committee.

13. Convening of General Assembly

(1) The regular General Assembly must take place at least once a year, in the first quarter if possible. The Executive Committee must call for it in writing, mentioning the agenda, and allowing a notice period of two weeks. The notice period begins day after the posting of the invitation. The invitation is considered to have reached the member company if it is addressed to the last updated address given by the member company. The Executive Committee outlines the agenda.
(2) Every member company can request for an amendment in the agenda in writing to the Executive Committee by one week before the General Assembly at the latest. The General Assembly convener must inform about the amendment in the agenda at the beginning of the Assembly. The Assembly decides whether the requests for amendment in the agenda will be incorporated in the General Assembly.

14. Special General Assemblies

The Executive Committee has to call for a special General Assembly if it is in interest of the Association or if one tenth of the member companies requests in writing providing the objective and reasons for it

15. Decision-making of the General Assembly

(1) The General Assembly is convened by the President, in his/her circumvention by the Vice-President or Treasurer. If no member of Executive Committee is present, the General Assembly chooses a President. The President can form an electoral committee for the duration of the election and subsequent discussions.
(2) The President decides on the type of polling. The polling must take place in writing if a third of the member companies present with voting rights request it.
(3) The General Assembly constitutes a quorum if at least a third of all the Association members are present or represented. If a quorum is lacking, the Executive Committee is liable to call upon another General Assembly with the same agenda within four weeks. This assembly will form a quorum without considering the number of member companies present. This must be mentioned in the invitation.
(4) Normally, the General Assembly passes decisions with a simple majority of valid votes. Abstentions from voting are considered as invalid votes. However, for amendment in the statutes a three-fourth majority of valid votes, for dissolution of the association such votes in a nine-tenth majority are necessary. Amendment in the objective of the Association can be decided only with a nine-tenth majority. Written agreement of member companies not present in the General Assembly can be submitted to the Executive Committee only within one month.
(5) The elections decide in favor of the candidate receiving more than half of the valid votes. If no one receives more than half of valid votes, then a run-off ballot takes place between the two candidates with highest votes. Whoever gets the maximum votes is considered to be elected. In case of same number of votes, the President decides by drawing lots.
(6) Regulations passed in the General Assembly must be documented. This must be signed by one of the members of Executive Committee or an appointed secretary.

16. Liquidation of the Association

(1) The liquidation of the Association can be decided only in a General Assembly with a majority of nine-tenths of the valid votes. (§ 15 Para 4).
(2) If the General Assembly does not decide differently, the President and the Vice-President together become the authorized liquidators.
(3) After completion of the liquidation, the existing assets will go to Business Development Corporation of the Schwäbisch Hall administrative district (§ 2 Para 4).
(4) Preceding regulations are applicable accordingly, if the Association is liquidated because of another reason or it loses its authority.

Schwäbisch Hall, October 09, 2007 / Version 08.09.2008

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